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Resolution 10 - the Hong Kong solution to democracy
Council and the Which? Board The link regarding Hong Kong democracy comes from an older member at the last AGM when it was topical. Essentially the Chinese government provided all the candidates that you could vote for in the Hong Kong elections. Not allowing members to stand without being approved by Council seems not dissimilar. A Voting and Elections Council, a mix of nine elected members and six co-opted members who are the controlling body of the Consumers' Association. The elected Trustees used to be solely elected by Ordinary Members who get the Accounts and the AGM Minutes so they should know what is being done on their behalf. In a move that is actually impossible in any commercial company and open to a legal challenge Members agreed that subscribers could also vote for the candidates. Whilst this sounds wonderfully democratic it means that if the entire Ordinary Membership decided on the basis of information to vote for certain candidates the 7000 votes could not elect a single Trustee now as successful candidates poll over 8000. However including in another 800,000 subscribers, and paying for the voting and papers has revealed that less than one in thirty votes. For us shareholders the voting I suspect is easily in excess of 25%. Wouldn't it be nice to know the real figures. B Emasculation and Council's Ordinary Member recruitment policy Over the last few years Council has seemed to be engaged in the emasculation of the elected side of the Association and keen on promoting the power of the co-opted Trustees. Firstly we had the reduction in the size of Council to fifteen , not done pro-rata as one might hope but leaving six co-opted positions but reducing the elected section by 25% to nine. Secondly by the most incomprehensible of Council decisions it was decided that all three positions would disappear in January 2013 with but one replacement elected Trustee instead of four. Since then Council has been appointing its co-opted members as "Elected appointees" so currently we have not the nine members chosen by election as per our Articles but six and six co-opteds three of whom are "elected". This chaired by a Chairman whose 9 year term expired nine months ago. His replacement, a man who worked with him previously was announced in July. However as he was not an ordinary member of the Consumers' Association on July 31st 2015 and not a member of Council I cannot see how he can possibly have been elected to the role of Chairman. And lastly over the last decade the number of shareholders has dropped by over 4,000 to 7,000 and yet there is not a single mention of any action to reverse the flow. Remarkable. Of course not having shareholders to hold you to Account might be an aim for some but distinctly at odds with the early ethos. C Deciding who can run - what are co-opted Trustees for? Council has the facility to co-opt up to six members to serve on Council to provide a broader platform - which makes you wonder why there needs to be any criteria for elected candidates. And indeed Articles allow for the creation of sub-committees though unfortunately they do require a two-thirds elected component which seems Council cannot arrange. Indeed for the Which? Ltd Board there is no elected representation now which must be an astonishing first. Over the past decade the choice of the co-opted Trustees seems to be curiously themed. We have had consecutively two highly senior co-opts from HMRC, we also had consecutively two highly senior executives from Unilever. Currently we have two former Director-Generals who worked together at defra. And a high-flyer from BAA. I realise that it may be through the good offices of the Chairmans of the Board and Council that we are able to attract so many high-flyers to the Board as they both have connections to the fmcg industry. And Mr. Clasper was both Chairman of BAA and of HMRC. Prior to that he was in Proctor & Gamble for several decades - including being on the panel when our current CEO Peter Vicary-Smith was recruited to P&G! I am all in favour of talented individuals being Trustees and believe that they are the ones to fill any perceived weaknesses in the composition of Council. However for the elected Trustees I believe they should be truly representative of the subscriber population which should preclude any attempt by existing Trustees to mould the candidate field. In the 2014 elections the runner up from the 2013 year was not allowed to stand. Seems a remarkable state of affairs that someone within a few hundred shares of being a winner one year by the electorate is deemed not suitable by Council to be allowed to run again.